Regis Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$RGS
Other Consumer Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2025
(Exact name of registrant as specified in its charter)
| Minnesota | 1-12725 | 41-0749934 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No) | ||||||||||||
(Address of principal executive offices and zip code)
(952 ) 947-7777
(Registrant’s telephone number, including area code)
(Not applicable)
(Former name or former address, if changed from last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.05 par value Rights to Purchase Series A Junior Participating Preferred Stock, $0.05 par value | RGS | The Nasdaq Global Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Regis Corporation
Current Report on Form 8-K
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 28, 2025, Regis Corporation (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting"). The proposals voted on are described in detail in the Proxy Statement for the Annual Meeting.
1. Election of Directors. The shareholders elected the five director nominees to serve for a one-year term. The results of the vote on the election of directors were as follows:
Director Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
Lockie Andrews | 637,658 | 80,475 | 2,316 | 953,188 | ||||||||||||||||||||||
Nancy Benacci | 635,627 | 82,324 | 2,498 | 953,188 | ||||||||||||||||||||||
Susan Lintonsmith | 635,998 | 81,987 | 2,464 | 953,188 | ||||||||||||||||||||||
Michael Mansbach | 637,340 | 80,781 | 2,328 | 953,188 | ||||||||||||||||||||||
Michael J. Merriman | 636,605 | 81,521 | 2,323 | 953,188 | ||||||||||||||||||||||
2. Say-on-Pay Proposal. The shareholders approved the advisory proposal on the compensation of the Company's named executive officers. The results of the advisory vote on the say-on-pay proposal were as follows:
For | 629,139 | |||||||
Against | 85,924 | |||||||
Abstain | 5,386 | |||||||
Broker Non-Votes | 953,188 | |||||||
3. Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm. The results of the vote on the ratification of Grant Thornton were as follows:
For | 1,661,370 | |||||||
Against | 10,799 | |||||||
Abstain | 1,468 | |||||||
4. Approval of the Amended and Restated 1991 Contributory Stock Purchase Plan (the "Amended Plan"). The shareholders approved the Amended Plan. The results of the vote on the approval of the Amended Plan were as follows:
For | 609,366 | |||||||
Against | 107,744 | |||||||
Abstain | 3,339 | |||||||
Broker Non-Votes | 953,188 | |||||||
5. Advisory Ratification of the Extension of the Tax Benefits Preservation Plan. The shareholders approved the advisory ratification of the extension of the Tax Benefits Preservation Plan. The results of the advisory vote to ratify the extension of the Tax Benefits Preservation Plan were as follows:
For | 702,830 | |||||||
Against | 14,169 | |||||||
Abstain | 3,450 | |||||||
Broker Non-Votes | 953,188 | |||||||
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REGIS CORPORATION | |||||||||||
Dated: October 30, 2025 | By: | /s/ Kersten R. Zupfer | |||||||||
Kersten D. Zupfer | |||||||||||
Executive Vice President and Chief Financial Officer | |||||||||||